-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, go0sncoY8nB+2orkldGY4CgcpIPPbjDNKatWQCqaDfANg3NirzDBguvABVa8Wezu iZ+t/bLbo+ny3IYv61snBg== 0000950129-95-000599.txt : 19950531 0000950129-95-000599.hdr.sgml : 19950531 ACCESSION NUMBER: 0000950129-95-000599 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950526 EFFECTIVENESS DATE: 19950614 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC /TX/ CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59667 FILM NUMBER: 95543035 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 5122254092 MAIL ADDRESS: STREET 1: P.O. BOX 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78265-9508 S-8 1 KINETIC CONCEPTS 1 As filed with the Securities and Exchange Commission on May 26, 1995 Registration No. 33- ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINETIC CONCEPTS, INC. -------------------------------------------------- (Exact name of issuer as specified in its charter) TEXAS 74-1891727 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8023 Vantage Drive, San Antonio, Texas 78230 -------------------------------------------------- (Address of principal executive offices)(Zip Code) 1987 Kinetic Concepts, Inc. Key Contributor Stock Option Plan --------------------------------- (Full title of the plan) With copy to: James R. Leininger, M.D. Dennis E. Noll, Esq. Chairman of the Board General Counsel and Vice President KINETIC CONCEPTS, INC. KINETIC CONCEPTS, INC. 8023 Vantage Drive 8023 Vantage Drive San Antonio, Texas 78230 San Antonio, Texas 78230 (210) 524-9000 (210) 524-9000 - -------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share(2) Offering Price Fee - -------------------------------------------------------------------------------- Common Stock, 1,250,000 $7.00 $8,750,000 $3,017.25 par value $.001 shares(1) per share
(1) These 1,250,000 shares of common stock are registered hereby to be issued in connection with the Plan, in addition to the 4,500,000 shares which are already registered to be issued in connection with the Plan, plus such indeterminate number of additional shares of common stock as may be issuable by reason of the operation of the anti-dilution provisions of the options. (2) In accordance with Rule 457(h), the Proposed Maximum Offering Price Per Share is $7.00, which is the closing sale price reported on the Nasdaq National Market on May 22, 1995, which is the price used solely for the purpose of calculating the registration fee. ================================================================================ 1 2 The contents of the Registration Statement on Form S-8 under the Securities Act of 1933 of Kinetic Concepts, Inc. previously filed with the Securities and Exchange Commission on January 19, 1989 (Registration No. 33-26672) are hereby incorporated herein by reference. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Antonio, Texas on May 25, 1995. KINETIC CONCEPTS, INC. By: /s/ James R. Leininger ------------------------------ James R. Leininger, M.D. Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears hereinbelow constitutes and appoints JAMES R. LEININGER, M.D., RAYMOND R. HANNIGAN or DENNIS E. NOLL, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. 3 4 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 25, 1995.
Signature Name and Title Date --------- --------------------- ---- /s/ James R. Leininger Chairman of the Board May 25, 1995 - ------------------------------ (Principal Executive James R. Leininger, M.D. Officer) /s/ Raymond R. Hannigan Director, President May 25, 1995 - ------------------------------ and Chief Executive Raymond R. Hannigan Officer (Principal Executive Officer) /s/ Bianca A. Rhodes Chief Financial Officer May 25, 1995 - ------------------------------ and Senior Vice Bianca A. Rhodes President/Finance and Corporate Development (Principal Financial Officer and Principal Accounting officer) /s/ Peter A. Leininger Director May 25, 1995 - ------------------------------ Peter A. Leininger, M.D. /s/ Sam A. Brooks Director May 25, 1995 - ------------------------------ Sam A. Brooks /s/ Frank A. Ehmann Director May 25, 1995 - ------------------------------ Frank A. Ehmann /s/ Bernhard Mittemeyer Director May 25, 1995 - ------------------------------ Bernhard Mittemeyer, M.D.
4 5 EXHIBIT INDEX
Exhibit No. Description Page - ---------- ----------------------------------- ---- 5 .1 Opinion of Dennis E. Noll, Esq. ___ as to the legality of the Common Stock being registered (filed herewith) 23.1 Consent of KPMG Peat Marwick LLP ___ (filed herewith) 23.2 Consent of Dennis E. Noll, Esq. is * included in Exhibit 5.1 filed herewith
____________________ * Not applicable 5 EX-5.1 2 OPINION OF DENNIS NOLL 1 EXHIBIT 5.1 (512) 524-9000 May 25, 1995 Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, Texas 78230 Re: Registration Statement on Form S-8 for the 1987 Kinetic Concepts, Inc. Key Contributor Stock Option Plan Gentlemen: I have acted as counsel to Kinetic Concepts, Inc. (the "Company") in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to an aggregate of 1,250,000 shares (the "Shares") of common stock, par value $.001 per share, of the Company ("Common Stock"). The Shares are issuable pursuant to the 1987 Kinetic Concepts, Inc. Key Contributor Stock Option Plan (the "Plan). I have examined such corporate records, documents, instruments and certificates of the Company as I have deemed necessary, relevant or appropriate to enable me to render the opinion expressed herein. In such examination, I have assumed the genuineness of all signatures and the authenticity of all documents, instruments, records and certificates submitted to us as copies or originals. Based upon the foregoing, I am of the opinion that the Shares will have been duly authorized and legally issued and will constitute fully paid and nonassessable shares of Common Stock of the Company when issued in accordance with the Plan. 2 Kinetic Concepts, Inc. May 25, 1995 Page 2 I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, the rules or regulations of the Securities and Exchange Commission promulgated thereunder or any similar provisions of any state securities laws or regulations. Very truly yours, /s/ Dennis E. Noll ------------------------- Dennis E. Noll, Esq. EX-23.1 3 ACCOUNTANT'S CONSENT 1 EXHIBIT 23.1 ACCOUNTANT'S CONSENT The Board of Directors Kinetic Concepts, Inc. We consent to the use of our reports incorporated herein by reference. Our reports refer to a change in the method of accounting for income taxes in 1993 and a change in the method of applying overhead to inventory in 1994. KPMG PEAT MARWICK LLP San Antonio, Texas May 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----